Legal Due Diligence Attorneys for Informed Business Decisions
A scoped legal review before you commit to the deal.
A transaction decision should be based on more than the headline terms. We conduct defined legal due diligence to assess corporate records, ownership, material contracts, disputes and other agreed legal areas — identifying material risks and translating findings into practical decisions, conditions, protections and post-transaction actions.
Overview
What Is Legal Due Diligence?
A defined investigation of documents and information to identify legal issues relevant to a proposed transaction or business decision.
The review may assess corporate status and authority, ownership, material contracts, disputes, property, employment, intellectual property, privacy, licences and other agreed areas. Findings are prioritised and used to decide whether to proceed, change the structure or price, obtain consent, require a condition, negotiate contractual protection or plan remediation. The scope, materiality thresholds, time available and quality of disclosed information determine what the review can reasonably confirm.
Offices in Durban and Johannesburg. Secure review subject to conflicts, scope and transaction assessment.
Set Expectations Early
A Scoped Investigation, Not a Promise
That Every Risk Will Be Found
Legal due diligence is based on an agreed scope and the information made available. It may not reveal undisclosed conduct, inaccurate or forged records, risks outside the review scope, matters below the materiality threshold, or defects requiring technical or forensic testing. The report should state its assumptions, exclusions, qualifications and reliance limitations — we avoid marketing language such as "complete risk elimination" or a "guaranteed clean transaction."
When It's Used
Transactions and Decisions
That May Require Legal Review
Purchase of shares or a business, a new equity investment or shareholder admission, a joint venture, refinancing, internal restructuring, a property-owning company transaction, or preparation for sale through vendor due diligence.
The Review Should Match Your Position
Buyer, Investor and Vendor Due Diligence
Buyer or Investor Review
Assess the target and transaction risks from the proposed buyer's or investor's perspective, focusing on matters that affect ownership, value, control, liability and implementation.
Vendor Due Diligence
Help a seller identify and organise legal issues before approaching bidders, allowing time for remediation, disclosure and a more controlled process.
Targeted or Top-Up Review
Investigate a defined high-risk workstream, update an earlier report, or review changes since a prior diligence exercise.
Acting for the target is not the same as acting for the buyer or investor — the client and permitted report recipients must be identified first.
Before the Data Room Opens
Define Scope and Materiality
Before the Review Begins
Proportional diligence begins with the transaction and decision, not a generic checklist. The engagement letter and request list should reflect these decisions:
What is being acquired, funded or reorganised?
Which entities, subsidiaries and jurisdictions are included?
Which legal workstreams are material to this decision?
Which documents will be sampled rather than reviewed in full?
What is the signing, approval or exclusivity timetable?
Who may rely on the finished report?
What We Review First
Ownership and Contracts
Corporate Records & Ownership
Confirm Who Owns and Controls the Business
Reconciling registered shareholders, share classes, options and encumbrances against the MOI, resolutions and securities register. CIPC records are an important source but do not alone prove every aspect of ownership or authority.
Material Contracts
Review the Agreements That Drive Value and Risk
Key customer and supplier agreements, finance and security documents, leases, licences and related-party agreements — identifying term, change-of-control, consent and unusual obligations relevant to the transaction.
Exposure Beyond the Balance Sheet
Disputes and Insurance
Litigation & Claims
Existing and Potential Disputes
Pending or threatened litigation, judgments, regulatory investigations and material customer or supplier disputes. Absence of disclosed litigation is not proof that no dispute exists.
Insurance
Insurance Coverage Relevant to the Transaction
Material policies, limits, claims history and change-of-control consequences, reviewed at a high level. This is not a substitute for broker or actuarial coverage analysis.
Closing the Information Gap
Gaps and Priorities
Missing Information
What Happens When the Data Room Is Incomplete?
We distinguish documents not provided, said not to exist, incomplete or inconsistent. Silence is not treated as confirmation — gaps may justify a condition, warranty, indemnity or a decision not to proceed.
Materiality
Prioritise Risks That Can Change the Decision
Findings are rated critical, high, medium or informational against criteria defined at the start — labelled in text, not colour alone, and never presented as predicting litigation probability with mathematical certainty.
From Report to Action
How Due Diligence Findings
Affect the Deal
Findings may inform whether to proceed, the transaction structure or price, required conditions and consents, warranties and specific indemnities, escrow or retention mechanisms, and post-completion covenants. We work with financial, tax and commercial advisers so the response is proportionate — a report that does not connect risk to action has limited transaction value.
Our Process
A Structured Legal
Due Diligence Process
Conflict & Client Check
We identify buyer, seller, target, shareholders, funders and advisers.
Transaction Briefing
We understand structure, objective, value, timing and known concerns.
Scope & Materiality
We agree entities, workstreams, thresholds, sampling and reliance.
Data Room Review
We organise secure access and submit focused follow-up questions.
Risk Reporting
We prioritise findings and recommend proportionate responses.
Transaction Support
We translate findings into conditions, consents and closing actions.
The exact process depends on the transaction, timetable, cooperation and information quality.
Preparing to Sell
Preparing a Business for
Buyer or Investor Review
Vendor due diligence supports accurate, controlled disclosure — not concealment of adverse information.
Why Sarah Alison Attorneys
Focused Legal Review With
Practical Risk Reporting
Scope Tied to the Decision
Review scoped to the actual transaction, not a generic checklist.
Organised Record Review
Corporate records and material agreements reviewed systematically.
Clear Gap Tracking
Missing and inconsistent information tracked, not assumed away.
Risk Into Action
Findings translated into transaction conditions and protections.
FAQ
Legal Due Diligence FAQs
What does legal due diligence cover?
Coverage depends on the transaction and agreed scope, potentially including corporate records, ownership, material contracts, disputes, employment, property, IP, privacy and licences. Financial and tax review are separate unless expressly included.
Is due diligence required by law?
Not every private transaction has the same legal requirement, but buyers, investors and decision-makers commonly use it to understand risk and support informed approval.
What is the difference between legal and financial due diligence?
Legal due diligence assesses legal rights, obligations and compliance. Financial due diligence analyses financial performance and quality of earnings. The workstreams coordinate but are not interchangeable.
Can due diligence guarantee there are no hidden liabilities?
No. It is a scoped review based on available information. Undisclosed facts or out-of-scope matters may not be identified — the report should disclose limitations and recommend protections.
What happens if important documents are missing?
The report identifies the gap and its significance. The response may involve further questions, a condition, warranty, indemnity, retention or a decision not to proceed.
What is a red-flag due diligence report?
A shorter, prioritised report focused on issues most likely to affect the transaction decision, structure, price or protections, with scope and materiality still agreed in advance.
Who can rely on the due diligence report?
Reliance normally depends on the engagement terms. The client, purpose and permitted recipients should be defined — circulating a report does not automatically grant reliance rights.
Does due diligence include drafting the transaction agreement?
Only if included in the mandate. Findings often inform warranties and conditions, but the investigation and drafting should be separately scoped where necessary.
Get in Touch
Scope Your Legal Due Diligence Review
Tell us the proposed transaction, parties, entities, present stage and decision date. We will first complete conflict checks and then discuss an appropriate scope, materiality threshold and secure review process.